Material Fact – Acquisition of share in transmission companies by direct subsidiary

Posted in: 08/08/2013

Material Fact – Acquisition of share in transmission companies by direct subsidiary

ALUPAR INVESTIMENTO S.A. (“Company”), a publicly held company, registered with the CVM under number 2149-0, pursuant to article 157, paragraph 4 of Law 6404, of December 15, 1976, as amended, and Instruction 358 issued by the Brazilian Securities and Exchange Commission (“CVM”) on January 3, 2002, as amended, informs its shareholders and the market in general that, on this date, the Company’s Board of Directors approved the acquisition by its direct subsidiary Empresa Amazonense de Transmissão de Energia S.A. (“EATE”) of ten percent (10%) of the capital stock of the transmission companies Companhia Transleste de Transmissão S.A., Companhia Transirapé de Transmissão (direct subsidiaries of the Company) and Companhia Transudeste de Transmissão (affiliated of the Company), currently held by Orteng Equipamentos e Sistemas S.A. (“Orteng”). After closing the deal, the Company, which held a 28.71% indirect interest in the respective transmission companies, will hold a 33.71% indirect interest.

In view of the acquisition, EATE will pay Orteng the base price of thirty-four million and one hundred thousand reais (BRL 34,100,000.00), restated by the SELIC rate as of December 31, 2012.

Any payments from the respective transmission companies to Orteng as of December 31, 2012 will be discounted from the base price. These payments include the declaration and/or distribution and/or payment or dividends, declaration and/or payment of interest on equity, capital reduction, agreements with and/or payments to related parties, in addition to dividends for 2011 paid in 2013 and dividends for 2012 paid as of 2013, inclusive.

The Share Purchase Agreement between EATE and Orteng was entered into on this date; the conclusion of the transaction and the consequent share acquisition are subject to conditions precedent, including: (i) prior and express authorization by the Brazilian Electricity Regulatory Agency – ANEEL; (ii) prior and express authorization by debt holders; (iii) prior and express authorization by Brazil’s antitrust authority – CADE.

The Company will keep its shareholders and the market informed of the progress of the acquisition by its direct subsidiary EATE.

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